UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

  

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 17, 2020

 

 

 

PROSIGHT GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-38996 35-2405664
(Commission File Number) (I.R.S. Employer Identification No.)
   

412 Mt. Kemble Avenue, Suite 300,

Morristown, New Jersey

07960
(Address of Principal Executive Offices) (Zip Code)

 

(973) 532-1900

Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:     Trading Symbol(s)     Name of each exchange on which registered:
Common Stock, par value $0.01 per share     PROS     New York Stock Exchange

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On June 17, 2020, ProSight Global, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 28, 2020, the record date for the Annual Meeting, 43,342,399 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 8, 2020. The matters submitted for a vote and the related results are set forth below.

 

Proposal 1. The election of eleven directors to serve on the Company’s Board of Directors until the 2021 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

 

Nominee For Withheld Broker Non-Vote
Steven Carlsen 41,676,368 77,134 334,668
Lawrence Hannon 41,674,736 78,766 334,668
Anthony Arnold 36,957,496 4,796,006 334,668
Clement S. Dwyer, Jr. 41,677,405 76,097 334,668
Magnus Helgason 40,768,641 984,861 334,668
Sheila Hooda 41,014,662 738,840 334,668
Eric W. Leathers 41,688,646 64,856 334,668
Richard P. Schifter 36,917,519 4,835,983 334,668
Bruce W. Schnitzer 41,724,183 29,319 334,668
Otha T. Spriggs, III 41,688,646 64,856 334,668
Anne G. Waleski 41,738,558 14,944 334,668

 

Proposal 2. The ratification of the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

For Against Abstain
42,087,429 0 741

  

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       
 

ProSight Global, Inc.

(Registrant)

 
     
       
Date: June 19, 2020 By:

/s/ Frank D. Papalia

 
    Frank D. Papalia  
    Chief Legal Officer